Super Selectos El Salvador entered into letter agreement to acquire Almacenes Éxito S.A. (BVC:EXITO) from Casino, Guichard-Perrachon S.A. (ENXTPA:CO), Companhia Brasileira De Distribuicao (BOVESPA:PCAR3), GPA 2 Empreendimentos E Participacoes LTDA., Segisor S.A.S., GÉAnt International B.V., Helicco Participações Ltda. and others on August 31, 2023. Super Selectos El Salvador made an offer to acquire Almacenes Éxito S.A. (BVC:EXITO) from Casino, Guichard-Perrachon S.A. (ENXTPA:CO), Companhia Brasileira De Distribuicao (BOVESPA:PCAR3), GPA 2 Empreendimentos E Participacoes LTDA., Segisor S.A.S., GÉAnt International B.V., Helicco Participações Ltda. and others for $1.2 billion on October 13, 2023. Under the terms of agreement, the value of the TO, considering all shares of Éxito, is of $1.175 billion, equivalent to $0.9053 per share, of which $156 million (corresponding to R$790 million on this date) corresponds to GPA?s equity interest. The price per share will be reduced by any extraordinary distribution of dividends or any other distribution, payment, transfer of assets or similar transaction made by Éxito, except for the ordinary dividends, between the date of the Pre-Agreement and the date that the TO documents are filed with the Financial Superintendency of Colombia (?SFC?). The price per share will be paid by the Buyer in cash. Under the pre-agreement, CASINO GUICHARD will sell 8 shares, Segisor will sell 398.476 million shares, representing 30.7% stake, GÉANT INTERNATIONAL will sell 41.102 million shares, representing 3.16% stake, HELICCO will sell 2.326 million share representing 0.18% stake, COMPANHIA BRASILEIRA will sell 107.904 million shares representing 8.31% stake, and GPA 2 EMPREENDIMENTOS will sell 64.857 million shares representing 5% stake in Almacenes Éxito. Post completion of the acquisition, the purchaser will indirectly acquire an interest in Tuya, a Colombian finance company (compañía de financiamiento) that is owned 50% by Éxito. In connection with the Offers, Grupo Calleja has filed a request seeking the SFC?s approval under Article 88 of the Colombian Financial System Organic Statute (Estatuto Orgánico del Sistema Financiero) for the indirect acquisition of a more than 10% interest in Tuya by Purchaser.

The tender offer is subject to the acquisition of at least 51% of the shares (?TO?). Companies of the Casino group, which are holders of 34.05% of Éxito?s capital stock, are also parties to the Pre-Agreement and agreed to sell their equity interest in the tender offer. Casino group board approved the deal. The launching of the TO is subject to SFC?s approval and the necessary filings before the U.S. Securities and Exchange Commission. GPA believes that the settlement of the TO should occur around year end. As on November 3, 2023, Financial Superintendency of Colombia announced that it has received an authorization request for tender offer. Valores Bancolombia S.A. Comisionista de Bolsa will act as broker to Buyer and Corredores Davivienda S.A. Comisionista de Bolsa will act as broker to seller. As of November 3, 2023, Grupo Calleja filed the request for authorization for the Colombian Offer with the SFC and filed the required documentation on the same day with the Colombian Stock Exchange. On November 28, 2023, Grupo Calleja filed additional information requested by the SFC and the Colombian Stock Exchange as part of the authorization process of the Colombian Offer. On December 5, 2023, the Superintendencia Financiera de Colombia approved the Colombian Offer on the terms described in this Offer to Purchase. As of December 11, 2023, the Colombian TO will be open from December 18, 2023, to January 19, 2024, and the settlement will occur on the third business day after the allocation of the Colombian TO by the Colombian stock exchange, at the end of January 2024. As of December 20, 2023, Almacenes Éxito S.A. informs its shareholders and the market, that its Board of Directors decided that it expresses no opinion, and is remaining neutral, with respect to the tender offer launched by Cama Commercial Group, Corp. As of January 18, 2024, the U.S. Tender Offer expired and the Buyer has informed the Company that as of the expiration of the U.S. Tender Offer, no Éxito common shares and 105,627,860 ADSs, representing 845,022,880 Éxito common shares, had been validly tendered into and not validly withdrawn from the U.S. Tender Offer, representing in the aggregate 65.1% of Éxito?s outstanding share capital.

Banca de Inversión Bancolombia S.A. acted as financial advisor and D.F. King & Co., Inc. acted as information agent to Super Selectos El Salvador. CASE Corporate Finance (?CASE?), and its partners from MAP Alliance (Metis Advisors and Atlantico Capital), acted as joint financial advisers to Groupe Casino and GPA with respect to this contemplated transaction. Brigard & Urrutia S.A.S and Karen Katri, John Vetterli, and Neeta Sahadev of White & Case LLP acted as legal advisor to Companhia Brasileira De Distribuicao , Philippi, Prietocarrizosa & Uria and Nicholas E. Rodriguez, Sey-Hyo Lee and Justin Hoffman of Winston & Strawn LLP acted as legal advisor to Super Selectos El Salvador.

Super Selectos El Salvador completed the acquisition of 85.204764% stake in Almacenes Éxito S.A. (BVC:EXITO) from Casino, Guichard-Perrachon S.A. (ENXTPA:CO), Companhia Brasileira De Distribuicao (BOVESPA:PCAR3), GPA 2 Empreendimentos E Participacoes LTDA., Segisor S.A.S., GÉAnt International B.V., Helicco Participações Ltda. and others on January 19, 2024. approximately 259,971,734 Éxito common shares had been tendered into the Colombian Tender Offer. As part of this transaction, group Casino received gross proceeds of $400 million and GPA received gross proceeds of $156 million. The group Casino and GPA no longer own any equity interest in Éxito Group following this transaction. The Buyer has informed the Company that the U.S. Tender Offer and the Colombian Tender Offer are expected to be settled on or about January 25, 2024.